Contrarian Corpus
short seller research note initial thesis
2019-08-07 · 25 pages

Burford Capital Ltd. BUR LN

Burford is a poor litigation-finance business masquerading as a great one through Enron-like fair value accounting, four-case concentration, and a CEO-wife CFO — and is arguably insolvent.

N 5 Narrative
V 2 Visual
C 2 Craft
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Thesis

Muddy Waters is short Burford Capital (BUR LN), arguing it has turned 'mark-to-model' Level 3 fair value accounting into the biggest stock promotion on the AIM. Newly disclosed H1 2019 case-level data lets MW show seven specific techniques BUR uses to manipulate its headline ROIC and IRR — from categorizing a Napo Pharmaceuticals loss as a win (after an Invesco-led bailout) to cherry-picking cost denominators on Gerchen Keller acquisitions. MW calculates that just four cases (Napo, Jaguar/Petersen, Desert Ridge, Teinver) generated ~66% of net realized gains since 2012, while the remaining concluded investments returned only ~19% ROIC, falling to 16% after further adjustments. Operating costs (~9%) plus financing costs (~7.5%) consume the first ~16.5% of returns, and BUR's debt and litigation funding commitments exceed its $880m adjusted capital — making it arguably insolvent. Governance is 'laughter-inducing': the CFO is the founder/CEO's wife after four prior CFOs cycled through.

SCQA

Situation

Burford Capital is a £2.45bn AIM-listed litigation finance fund that wins investors with non-IFRS ROIC and IRR metrics, mark-to-model Level 3 fair value accounting, and a 'trust me' disclosure regime.

Complication

Newly published H1 2019 case-level data shows BUR systematically manipulates these metrics through seven techniques; portfolio gains depend on just four cases; CFO is the CEO's wife; debt and commitments exceed adjusted invested capital.

Resolution

Short BUR. Recognize the metrics are misleading, that the business is concentrated and dependent on continual capital raises, and that governance and disclosure are inadequate for an Enron-ripe accounting setup.

Reward

Excluding the four crown-jewel cases and non-cash settlements, BUR's true ROIC since 2012 collapses from ~54% to ~16%, with H1 2019 cash ROIC turning negative — implying severe downside as the multiple compresses.

The three reasons

  1. 1

    BUR uses Enron-style mark-to-model Level 3 fair value accounting to inflate ROIC and IRR

  2. 2

    Just four cases produced ~66% of net realized gains since 2012; rest delivered ~19% ROIC

  3. 3

    BUR is arguably insolvent: debt and funding commitments dwarf $880m adjusted invested capital

Primary demands

  • Investors should short BUR shares
  • Recognize that BUR's reported ROIC and IRR metrics are heavily manipulated and misleading
  • Demand independent CFO (current CFO is the CEO's wife) and independent board
  • Account for BUR's arguable insolvency given debt and funding commitments exceed adjusted invested capital

KPIs cited

Fair Value Gains as % of balance sheet core litigation assets
53.9% as of H1 2019, up from 47.4% at Dec 31 2018
Fair Value Movements as % of Total Investment Income
55.1% in H1 2019; MW estimates 72-90% of Total Investment Income was actually Fair Value Gains
Net Realized Gains concentration
Four cases (Napo, Jaguar/Petersen, Desert Ridge, Teinver) generated ~66% (368.5/554.8) of Net Realized Gains 2012-H1 2019
ROIC excluding the four cases
Falls to ~19% over 2012-H1 2019; further adjustments take it to 16% with H1 2019 turning negative (-8%)
Adjusted invested capital
$880.3 million (H1 2019 investments $1,768.4m less third-party $202.2m less Fair Value Gains 43.8%)
Operating expenses as % of adjusted capital
~9% LTM (8.4% per disclosures, ~9.5% after re-allocating GKC)
Financing costs as % of adjusted capital
7.5% LTM (4.4% interest + 3.1% dividends)
% of book marked up
Rose from 31% in 2016 to 44% in H1 2019
Negative equity vs. adjusted capital
-$358.9 million after subtracting $637.8m funded debt and $602m off-balance-sheet commitment liability
Retail bonds outstanding
$646.9 million issued with no credit ratings
CFO turnover
Five CFOs/senior finance heads since 2013; current CFO Elizabeth O'Connell is the CEO's wife
CEO stock sales
$59.4 million of stock sold by CEO

Pattern membership

Where this document fits across the library's 12 rhetorical / structural patterns.

Precedents cited

  • Enron mark-to-model accounting

Notable slides (6)

Notes

Classic Muddy Waters short-report format: Word-document/memo style with footnoted source citations, a few embedded data tables and one annotated Burford slide (p.15) used to expose the conflation of Net Realized Gains and Fair Value Gains. Cover page (p.2) opens with a Burford management self-quote framed as 'stunningly brazen' — a textbook CEO-quote-contradiction setup. Heavy emphasis on a seven-technique taxonomy of accounting manipulation, with each technique illustrated by named cases (Napo, Desert Ridge, MagCorp, Akhmedova, Progas, Neptune Generics, RCR Tomlinson, Hausfeld/VW). Governance critique is sharp: CFO is CEO's wife after four prior finance heads cycled out. This report is widely credited with triggering the ~46% one-day drop in BUR shares on Aug 7, 2019.